Common use of Registration; Book-Entry Clause in Contracts

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder of the Note and the Principal amount of the Note (and stated interest thereon) held by the Holder (the “Registered Note”). The entries in the Register, made in good faith, shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder shall treat each Person whose name is recorded in the Register as the owner of the Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. Upon its receipt of a request to assign or sell all or part of the Registered Note by the Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to the contrary in this Section 3(c)(i), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note by the Holderholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 18, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Registered Note or any portion thereof to an Affiliate within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions conversions, and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain at its principal executive offices, or such other office or agency of the Company as it may designate by notice to the Holder of this Debenture, a register (the “Register”) for the recordation of the holder names and addresses of the Note Holder of this Debenture, the principal amount of this Debenture held by the Holder, and the Principal amount number of the Note (and stated interest thereon) Common Shares issuable upon conversion of this Debenture held by the Holder (the “Registered NoteDebenture”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder of this Debenture shall treat each Person whose name is recorded in the Register as the owner of the Note this Debenture for all purposes, purposes (including, without limitation, the right to receive payments of Principal Principal, Interest and Interest, if any, any Late Charges hereunder, ) notwithstanding notice to the contrary. Subject to compliance with applicable securities laws, a Registered Debenture may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note Debenture by the Holder, the Company shall record the information contained therein in the Register and issue one or more a new Registered Notes Debenture in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note Debenture to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 16, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign any Note or any portion thereof to an Affiliate be) of a Registered Debenture within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following automatic conversion of any portion of this Note Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note Debenture to the Company unless the Holder has provided full Conversion Amount represented by this Debenture is being converted (in which event this Debenture shall be delivered to the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Notefollowing conversion thereof). The Holder and the Company shall maintain records showing the Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note Debenture upon conversion. If the Company does not update the Register to record such Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Holder of this Note and the Principal principal amount of the this Note (and stated interest thereon) held by the Holder (the “Registered Note”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder of the Note shall treat each Person whose name is recorded in the Register as the owner of the Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. Subject to compliance with applicable securities laws, a Registered Note may be assigned, transferred or sold in whole only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note by the Holder, the Company shall record the information contained therein in the Register and issue one or more a new Registered Notes Note in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 18, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign any be) of a Registered Note or any portion thereof to an Affiliate within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such Holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder Holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal principal and Interest, if anyinterest, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its (i) the Company’s receipt of a request to assign or sell all or part of the any Registered Note by a Holder, and (ii) compliance by the HolderHolder with the transfer restrictions contained in the Purchase Agreement, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 141.7. Notwithstanding anything to the contrary in this Section 3(c)(i)2.6, the a Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a “Related Party Assignment”); provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal amount of the Note Notes (and stated interest thereon) held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1412. Notwithstanding anything to the contrary in this Section 3(c)(i)3, the Holder may assign any the Note or any portion thereof to an Affiliate of such the Holder or a Related Fund of such the Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such the Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion redemption of any portion of this Note in accordance with the terms hereofhereof or cancellation of any portion of this Note in accordance with Section 26, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Redemption Amount represented by this Note is being redeemed or cancelled, in which case the Holder shall deliver such certificate to the Company as soon as reasonably practicable following such redemption or cancellation or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Interest converted Late Charges, if any, redeemed and/or cancelled and the dates of such conversions redemptions and/or cancellations or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversionredemption or cancellation. If the Company does not update the Register to record such Principal, Interest and Late Charges paid and the dates of such payments and cancellations within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall cause its transfer agent to maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to the contrary in this Section 3(c)(i), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register17. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Principal amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest, and Interest Late Charges, if any, converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of the Note and the Other Notes and the Principal amount of the Note and the principal amounts of the Other Notes (and stated interest thereon) held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of a Registered Note shall treat each Person whose name is recorded in the Register as the owner of the such Registered Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign or sell all or part of the any Registered Note by the Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant and subject to Section 14. Notwithstanding anything to the contrary in this Section 3(c)(i), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register18. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest Interest, if any, converted or paid (as the case may be) and the dates of such conversions and payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note by the Holderholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 15, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Registered Note or any portion thereof to an Affiliate within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following the conversion of a portion of the Principal due hereunder, the number of the Principal outstanding under this Noted and the number of Conversion Shares available for conversion hereunder at any given time may be less than the amount stated on the face hereof.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal amount of the Note Notes (and stated interest thereon) held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, which shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14transferee. Notwithstanding anything to the contrary in this Section 3(c)(i3(c)(ii), the Holder may assign any Note or any portion thereof to an Affiliate of such the Holder or a Related Fund of such the Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a “Related Party Assignment”); provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such the Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance Company, but any portion of this Note with respect to which the Holder submitted a Conversion Notice and the Company delivered to the Holder the number of shares of Common Stock to which the Holder is entitled to upon physical surrender such conversion in accordance with this Section 3 shall be terminated and be of this Noteno further force or effect. The Holder and the Company shall maintain records showing the Principal and Interest Interest, if any, converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Note Holders of each Debenture and the Principal principal amount of the Note (and stated interest thereon) Debentures held by the Holder such Holders (the “Registered NoteDebentures”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder Holders of the Debentures shall treat each Person whose name is recorded in the Register as the owner of the Note a Debenture for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, notwithstanding notice to the contrary. A Registered Debenture may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note Debenture by the a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes Debentures in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note Debenture to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to the contrary in this Section 3(c)(i), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register19. Notwithstanding anything to the contrary set forth hereinin this Section 3, upon conversion of any portion of this Note Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note Debenture to the Company unless (A) the full Conversion Amount represented by this Debenture is being converted (in which event this Debenture shall be delivered to the Company as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note Debenture upon physical surrender of this NoteDebenture. The Holder and the Company shall maintain records showing update the Principal Register to reflect the Principal, Interest and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note Debenture upon conversion.

Registration; Book-Entry. At the time of issuance of any Preferred Shares hereunder, the applicable Holder may, by written request (including by electronic-mail) to the Company, elect to receive such Preferred Shares in the form of one or more Preferred Share Certificates or in Book-Entry form. The Company (or the Transfer Agent, as custodian for the Preferred Shares) shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Note Holders of each Preferred Share and the Principal amount Stated Value of the Note (Preferred Shares and stated interest thereon) whether the Preferred Shares are held by the such Holder in Preferred Share Certificates or in Book-Entry form (the “Registered NotePreferred Shares”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and each Holder of the Holder Preferred Shares shall treat each Person whose name is recorded in the Register as the owner of the Note a Preferred Share for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Dividends hereunder, ) notwithstanding notice to the contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all one or part of the more Registered Note Preferred Shares by the Holdersuch Holder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes Preferred Shares in the same aggregate Principal amount Stated Value as the Principal amount Stated Value of the surrendered Registered Note Preferred Shares to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 21, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign any Note or any portion thereof to an Affiliate be) of such Holder or a Related Fund Registered Preferred Shares within two (2) Business Days of such Holder without delivering a request request, then the Register shall be automatically deemed updated to assign or sell reflect such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 4, upon following conversion of any portion of this Note Preferred Shares in accordance with the terms hereof, the applicable Holder shall not be required to physically surrender this Note such Preferred Shares held in the form of a Preferred Share Certificate to the Company unless (A) the full or remaining number of Preferred Shares represented by the applicable Preferred Share Certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(iii)) or (B) such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note Preferred Shares upon physical surrender of this Notethe applicable Preferred Share Certificate. The Each Holder and the Company shall maintain records showing the Principal Stated Value, Dividends and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of this Note a Preferred Share Certificate upon conversion. If the Company does not update the Register to record such Stated Value, Dividends and Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy as to the number of Preferred Shares to which the record holder is entitled such dispute shall be resolved in accordance with Section 27. Notwithstanding the foregoing, if the number of Preferred Shares set forth on the face of a Preferred Share Certificate is greater than the number of Preferred Shares then outstanding under such Preferred Share Certificate, the applicable Holder may not transfer such Preferred Share Certificate into the name of any other Person (other than an Affiliate of such Holder) unless such Holder first physically surrenders such Preferred Share Certificate to the Company pursuant to Section 21 below (or delivers a lost certificate affidavit to the Company, if applicable, pursuant to Section 21(b) below), whereupon the Company will forthwith issue and deliver to such Holder (or to such other Person as designated by such Holder to the Company in writing) a new Preferred Share Certificate of like tenor, representing, in the aggregate, the remaining number of Preferred Shares outstanding under such Preferred Share Certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each Preferred Share Certificate shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES D PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(iii) THEREOF. THE NUMBER OF SHARES OF SERIES D PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES D PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(iii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES D PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

Registration; Book-Entry. The Company shall maintain a register (the “"Register”") for the recordation of the holder names and addresses of the holders of each Note and the Principal amount of the Note Notes (and stated interest thereon) held by the Holder such holders (the “"Registered Note”Notes"). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1418. Notwithstanding anything to the contrary in this Section 3(c)(i3(c)(iii), the Holder may assign any Note or any portion thereof to an Affiliate of such the Holder or a Related Fund of such the Holder without delivering a request to assign or sell such the Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a "Related Party Assignment"); provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such the Holder has delivered a request to assign or sell such the Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such the Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “"Related Party Register”") comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest Interest, if any, converted and/or paid (as the case may be) and the dates of such conversions conversions, and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “"Register”") for the recordation of the holder of the Note and the Principal amount of the Note (and stated interest thereon) held by the Holder holder (the “"Registered Note”"). The entries in the Register, made in good faith, shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holder of the Note shall treat each Person whose name is recorded in the Register as the owner of the Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. Upon its receipt of a request to assign or sell all or part of the Registered Note by the Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1410. Notwithstanding anything to the contrary in this Section 3(c)(i), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a "Related Party Assignment"); provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “"Related Party Register”") comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest Interest, converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes presumed correct absent manifest errorreasonable evidence to the contrary provided by the holders of the Notes. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. Upon its receipt Unless the Assignment Conditions (as defined in the Note Purchase Agreement) and the other terms of a request to assign or sell all or part Section 9.8 of the Note Purchase Agreement have been satisfied, the Registered Note may not be assigned, transferred or sold in whole or in part other than to an Affiliate of Holder and may be assigned, transferred or sold only by registration of such assignment or sale on the HolderRegister. Upon satisfaction of the Assignment Conditions and the other terms of Section 9.8 of the Note Purchase Agreement, the Company shall record the information contained therein relating to such assignment in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 16, provided, that, if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Registered Note or any portion thereof to an Affiliate within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (i) the full outstanding Principal represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3.2(a)) or (ii) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, methods as are reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder name and address of the holders of all or any portion of the Note and the Principal principal amount of the Note (and stated interest thereon) held by the Holder such holder (the “Registered Note”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holder shall treat each Person whose name is recorded in the Register as the owner of the Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. The Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign assign, transfer or sell all or part of the Registered Note by the Holderholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1415. Notwithstanding anything to the contrary in this Section 3(c)(i3.3(c), the Holder may assign any this Note or any portion thereof to an its Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such this Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a “Related Party Assignment”); provided, that (xA) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such the Note or portion thereof to the Company for recordation in the Register; (yB) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale sale; and (zC) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth hereinin this Section 3, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the entire Outstanding Balance of this Note is being converted (in which event this Note shall be delivered to the Company as contemplated by Section 3.3(a)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Outstanding Balance and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder name and address of the holders of all or any portion of this Note and the Principal principal amount of the this Note (and stated interest thereon) held by the Holder such holder (the “Registered Note”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holder shall treat each Person whose name is recorded in the Register as the owner of the this Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. The Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign assign, transfer or sell all or part of the Registered Note by the Holderholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1415. Notwithstanding anything to the contrary in this Section 3(c)(i3.3(c), the Holder may assign any this Note or any portion thereof to an its Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such this Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a “Related Party Assignment”); provided, that (xA) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such this Note or portion thereof to the Company for recordation in the Register; (yB) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale sale; and (zC) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth hereinin this Section 3, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the entire Outstanding Balance of this Note is being converted (in which event this Note shall be delivered to the Company as contemplated by Section 3.3(a)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Outstanding Balance and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, purposes (including the right to receive payments of Principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note by the Holderholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 18, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Registered Note or any portion thereof to an Affiliate within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Principal, Interest converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal, Interest converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Bridge Note and the Principal principal amount of the Note (and stated interest thereon) Bridge Notes held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Bridge Notes shall treat each Person whose name is recorded in the Register as the owner of the a Bridge Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to the contrary in this Section 3(c)(i), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register15. Notwithstanding anything to the contrary set forth herein, upon conversion redemption or prepayment of any portion of this Bridge Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Bridge Note to the Company unless (A) the full Principal amount represented by this Bridge Note is being redeemed or prepaid or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance physical surrender and reissue of this Note upon physical surrender of this Bridge Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Interest converted Late Charges outstanding and the dates of such conversions any redemptions or prepayments or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Bridge Note upon conversionredemption or prepayment.

Registration; Book-Entry. The Company Issuer shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each JSC Note and the Principal amount of the Note (and stated interest thereon) held by the Holder such holders (the “Registered NoteJSC Notes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company Issuer and the Holder holders of each JSC Note shall treat each Person whose name is recorded in the Register as the owner of the a JSC Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered JSC Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered JSC Note by the Holder, the Company Issuer shall record the information contained therein in the Register and issue one or more new Registered JSC Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered JSC Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to the contrary in this Section 3(c)(i), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register18. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this JSC Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this JSC Note to the Company Issuer unless (A) the full Conversion Amount represented by this JSC Note is being converted or (B) the Holder has provided the Company Issuer with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this JSC Note upon physical surrender of this JSC Note. The Holder and the Company Issuer shall maintain records showing the Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the CompanyIssuer, so as not to require physical surrender of this JSC Note upon conversion. If the Issuer does not update the Register to record such Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder of this Note shall treat each the Person whose name is recorded in the Register as the owner of the this Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note by the Holderholder thereof, together with any required documentation under the Transaction Documents (as defined in the Securities Purchase Agreement) including any legal opinions, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 19, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Registered Note or any portion thereof to an Affiliate within two (2) Business Days of its receipt of (I) such Holder or a Related Fund of such Holder without delivering a request and (II) the required documentation under the Transaction Documents including any legal opinions with respect to assign or sell such Note transfer, then the Register shall be automatically updated to the Company and the recordation of reflect such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. At the time of issuance of any Preferred Shares hereunder, the applicable Holder may, by written request (including by electronic-mail) to the Company, elect to receive such Preferred Shares in the form of one or more Preferred Share Certificates or in Book-Entry form. The Company (or the Transfer Agent, as custodian for the Preferred Shares) shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Note Holders of each Preferred Share and the Principal amount Stated Value of the Note (Preferred Shares and stated interest thereon) whether the Preferred Shares are held by the such Holder in Preferred Share Certificates or in Book-Entry form (the “Registered NotePreferred Shares”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and each Holder of the Holder Preferred Shares shall treat each Person whose name is recorded in the Register as the owner of the Note a Preferred Share for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Dividends hereunder, ) notwithstanding notice to the contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all one or part of the more Registered Note Preferred Shares by the Holdersuch Holder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes Preferred Shares in the same aggregate Principal amount Stated Value as the Principal amount Stated Value of the surrendered Registered Note Preferred Shares to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 18, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign any Note or any portion thereof to an Affiliate be) of such Holder or a Related Fund Registered Preferred Shares within two (2) Business Days of such Holder without delivering a request request, then the Register shall be automatically deemed updated to assign or sell reflect such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 4, upon following conversion of any portion of this Note Preferred Shares in accordance with the terms hereof, the applicable Holder shall not be required to physically surrender this Note such Preferred Shares held in the form of a Preferred Share Certificate to the Company unless (A) the full or remaining number of Preferred Shares represented by the applicable Preferred Share Certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(iii)) or (B) such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note Preferred Shares upon physical surrender of this Notethe applicable Preferred Share Certificate. The Each Holder and the Company shall maintain records showing the Principal Stated Value and Interest Dividends converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of this Note a Preferred Share Certificate upon conversion. If the Company does not update the Register to record such Stated Value and Dividends converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, the records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each Preferred Share Certificate shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES E CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(iii) THEREOF. THE NUMBER OF SHARES OF SERIES E CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES E CONVERTIBLE PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(iii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES E CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note by the Holderholder thereof in compliance with Section 17 below (which written request shall be accompanied by the physical surrender of this Note only if required by this Section 3(c)(iii)), the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal portion of the principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 18, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Registered Note or any portion thereof to an Affiliate within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions conversions, and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence. For the avoidance of doubt, upon the completion of any sale by the Holder (the “Current Holder”) of all, or any portion, of this Note to any Person (each, a “Subsequent Holder”), such applicable Subsequent Holder shall thereafter be referred to herein as “the Holder” for all purposes hereunder with respect to such portion of this Note sold by the Current Holder to such Subsequent Holder, whether or not the Company updates the Register with respect thereto (or the Register is automatically deemed updated in accordance herewith).

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of the Note and the Principal principal amount of the Note (and stated interest thereon) held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, interest hereunder, notwithstanding notice to the contrary. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal amount of the surrendered Registered Note to the designated permitted assignee or transferee pursuant to Section 14. Notwithstanding anything to the contrary in this Section 3(c)(i10(b), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Principal amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest interest, converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. The Company shall not close its books against the transfer of Conversion Shares issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Note. The Company shall assist and cooperate with any holder of this Note required to make any governmental filings or obtain any governmental approval prior to or in connection with the conversion of this Note (including, without limitation, making any filings required to be made by the Company).

Registration; Book-Entry. The Company Trustee shall maintain a register (the “Security Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “Registered NoteNotes”)) as provided in Section 3.5 of the Indenture. The entries in the Register, made in good faith, Security Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Security Register as the owner of the a Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Security Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note by the Holderholder thereof, the Company Trustee shall record the information contained therein in the Security Register and issue one or more new Registered Notes (to be executed by the Company and authenticated and delivered by the Trustee) in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to in the name of the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 16, provided that if the contrary in this Section 3(c)(i)Company or the Trustee does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Registered Note or any portion thereof to an Affiliate within two (2) Business Days of such Holder a request, then the Security Register shall be automatically deemed updated to reflect such assignment, transfer or sale (as the case may be). Every Registered Note presented or surrendered for registration of transfer, or for exchange or redemption shall (if so required by the Company or the Security Registrar for such Notes presented) be duly endorsed, or be accompanied by a Related Fund written instrument of such Holder without delivering a request to assign or sell such Note transfer in form satisfactory to the Company and the recordation of such assignment Security Registrar duly executed, by the holder thereof or sale his attorney duly authorized in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerwriting. Notwithstanding anything to the contrary set forth hereinin this Section 3 or in the Indenture or in any applicable Supplemental Indenture, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder Holder, the Trustee and the Company shall maintain records showing the Principal Principal, Interest and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions conversions, and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Security Register to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Security Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal amount of the Note Notes (and stated interest thereon) held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1417. Notwithstanding anything to the contrary in this Section 3(c)(i3(c)(iii), the Holder may assign any Note or any portion thereof to an Affiliate of such the Holder or a Related Fund of such the Holder without delivering a request to assign or sell such the Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a “Related Party Assignment”); provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such the Holder has delivered a request to assign or sell such the Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such the Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Interest Late Charges, if any, converted and/or paid (as the case may be) and the dates of such conversions conversions, and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. At the time of issuance of any Preferred Shares hereunder, the applicable Holder may, by written request (including by electronic-mail) to the Company, elect to receive such Preferred Shares in the form of one or more Preferred Share Certificates or in Book-Entry form. The Company (or the Transfer Agent, as custodian for the Preferred Shares) shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Note Holders of each Preferred Share and the Principal amount Stated Value of the Note (Preferred Shares and stated interest thereon) whether the Preferred Shares are held by the such Holder in Preferred Share Certificates or in Book-Entry form (the “Registered NotePreferred Shares”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and each Holder of the Holder Preferred Shares shall treat each Person whose name is recorded in the Register as the owner of the Note a Preferred Share for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Dividends hereunder, ) notwithstanding notice to the contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all one or part of the more Registered Note Preferred Shares by the Holdersuch Holder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes Preferred Shares in the same aggregate Principal amount Stated Value as the Principal amount Stated Value of the surrendered Registered Note Preferred Shares to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 18, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign any Note or any portion thereof to an Affiliate be) of such Holder or a Related Fund Registered Preferred Shares within two (2) Business Days of such Holder without delivering a request request, then the Register shall be automatically deemed updated to assign or sell reflect such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 4, upon following conversion of any portion of this Note Preferred Shares in accordance with the terms hereof, the applicable Holder shall not be required to physically surrender this Note such Preferred Shares held in the form of a Preferred Share Certificate to the Company unless (A) the full or remaining number of Preferred Shares represented by the applicable Preferred Share Certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(ii)) or (B) such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note Preferred Shares upon physical surrender of this Notethe applicable Preferred Share Certificate. The Each Holder and the Company shall maintain records showing the Principal Stated Value and Interest Dividends converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of this Note a Preferred Share Certificate upon conversion. If the Company does not update the Register to record such Stated Value and Dividends converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, the records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each Preferred Share Certificate shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(ii) THEREOF. THE NUMBER OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(ii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

Registration; Book-Entry. The Company shall maintain a register (the “"Register”") for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “"Registered Note”Notes"). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1413. Notwithstanding anything to the contrary in this Section 3(c)(i)3, the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund related fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a "Related Party Assignment"); provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “"Related Party Register”") comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to 1 To be updated assuming the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversiontransaction closes after April 1.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such Holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder Holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to the contrary in this Section 3(c)(i), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register17. Notwithstanding anything to the contrary set forth hereinin this Section 3, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing update the Principal Register to reflect the Principal, Interest and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. The Company Issuer shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each FILO C Note and the Principal amount of the Note (and stated interest thereon) held by the Holder such holders (the “Registered NoteFILO C Notes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company Issuer and the Holder holders of each FILO C Note shall treat each Person whose name is recorded in the Register as the owner of the a FILO C Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered FILO C Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered FILO C Note by the Holder, the Company Issuer shall record the information contained therein in the Register and issue one or more new Registered FILO C Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered FILO C Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to the contrary in this Section 3(c)(i), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register18. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this FILO C Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this FILO C Note to the Company Issuer unless (A) the full Conversion Amount represented by this FILO C Note is being converted or (B) the Holder has provided the Company Issuer with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this FILO C Note upon physical surrender of this FILO C Note. The Holder and the Company Issuer shall maintain records showing the Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the CompanyIssuer, so as not to require physical surrender of this FILO C Note upon conversion. If the Issuer does not update the Register to record such Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder name and address of the holders of all or any portion of this Note and the Principal principal amount of the this Note (and stated interest thereon) held by the Holder such holder (the “Registered Note”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holder shall treat each Person whose name is recorded in the Register as the owner of the this Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. The Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign assign, transfer or sell all or part of the Registered Note by the Holderholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to the contrary in this Section 3(c)(i), the Holder may assign any this Note or any portion thereof to an its Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such this Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a “Related Party Assignment”); provided, that (xA) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such this Note or portion thereof to the Company for recordation in the Register; (yB) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale sale; and (zC) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth hereinin this Section , upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the entire Outstanding Balance of this Note is being converted (in which event this Note shall be delivered to the Company as contemplated by Section ) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Outstanding Balance and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal amount of the Note Notes (and stated interest thereon) held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1419. Notwithstanding anything to the contrary in this Section 3(c)(i3(c)(iii), the Holder may assign any Note or any portion thereof to an Affiliate of such the Holder or a Related Fund of such the Holder without delivering a request to assign or sell such the Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a “Related Party Assignment”); provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such the Holder has delivered a request to assign or sell such the Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such the Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Interest Late Charges, if any, converted and/or paid (as the case may be) and the dates of such conversions conversions, and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (Notes and stated interest thereon) Restricted Principal held by the Holder such holders held by such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note by the Holderholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 19, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Registered Note or any portion thereof to an Affiliate within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal, Interest and Late Charges converted and/or paid (as the case may be) or Restricted Principal and Interest converted becoming unrestricted and the dates of such conversions conversions, Control Account Release (as defined below) and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) or Restricted Principal becoming unrestricted and the dates of such conversions, Control Account Release and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such Holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder Holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal principal and Interest, if anyinterest, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its (i) the Company’s receipt of a request to assign or sell all or part of the any Registered Note by a Holder, and (ii) compliance by the HolderHolder with the transfer restrictions contained in the Purchase Agreement, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 141.7. Notwithstanding anything to the contrary in this Section 3(c)(i)2.6, the a Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a “Related Party Assignment”); provided, provided that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. At the time of issuance of any Preferred Shares hereunder, the applicable Holder may, by written request (including by electronic-mail) to the Company, elect to receive such Preferred Shares in the form of one or more Preferred Share Certificates or in Book-Entry form. The Company (or the Transfer Agent, as custodian for the Preferred Shares) shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Note Holders of each Preferred Share and the Principal amount Stated Value of the Note (Preferred Shares and stated interest thereon) whether the Preferred Shares are held by the such Holder in Preferred Share Certificates or in Book-Entry form (the “Registered NotePreferred Shares”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and each Holder of the Holder Preferred Shares shall treat each Person whose name is recorded in the Register as the owner of the Note a Preferred Share for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Dividends hereunder, ) notwithstanding notice to the contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all one or part of the more Registered Note Preferred Shares by the Holdersuch Holder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes Preferred Shares in the same aggregate Principal amount Stated Value as the Principal amount Stated Value of the surrendered Registered Note Preferred Shares to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 18, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign any Note or any portion thereof to an Affiliate be) of such Holder or a Related Fund Registered Preferred Shares within two (2) Business Days of such Holder without delivering a request request, then the Register shall be automatically deemed updated to assign or sell reflect such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 4, upon following conversion of any portion of this Note Preferred Shares in accordance with the terms hereof, the applicable Holder shall not be required to physically surrender this Note such Preferred Shares held in the form of a Preferred Share Certificate to the Company unless (A) the full or remaining number of Preferred Shares represented by the applicable Preferred Share Certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(iii)) or (B) such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note Preferred Shares upon physical surrender of this Notethe applicable Preferred Share Certificate. The Each Holder and the Company shall maintain records showing the Principal Stated Value and Interest Dividends converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of this Note a Preferred Share Certificate upon conversion. If the Company does not update the Register to record such Stated Value and Dividends converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, the records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each Preferred Share Certificate shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES D CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(iii) THEREOF. THE NUMBER OF SHARES OF SERIES D CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES D CONVERTIBLE PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(iii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES D CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal amount of the Note Notes (and stated interest thereon) held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1413. Notwithstanding anything to the contrary in this Section 3(c)(i)4, the Holder may assign any Note or any portion thereof to an Affiliate of such the Holder or a Related Fund of such the Holder without delivering a request to assign or sell such the Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a “Related Party Assignment”); provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such the Holder has delivered a request to assign or sell such the Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such the Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note by the Holderholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 17, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Registered Note or any portion thereof to an Affiliate within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions conversions, and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, purposes (including, without limitation, the right to receive payments of Outstanding Principal Value, Interest and Interest, if any, Make-Whole Amount hereunder, ) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note by the Holderholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 20, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Registered Note or any portion thereof to an Affiliate within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Outstanding Principal Value, Interest, Make-Whole Amount and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions conversions, and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Outstanding Principal Value, Interest, Make-Whole Amount and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company Corporation shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Note Holders of each share of Series B and the Principal amount Stated Value of the Note (and stated interest thereon) held by the Holder Series B (the “Registered NoteSeries B”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company Corporation and each Holder of the Holder Series B shall treat each Person whose name is recorded in the Register as the owner of the Note a share of Series B for all purposes, including, without limitation, purposes (including the right to receive payments of Principal and Interest, if any, dividends hereunder, ) notwithstanding notice to the contrary. A Registered share of Series B may be assigned, transferred or sold only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all one or part of the more Registered Note Series B by the Holdersuch Holder thereof, the Company Corporation shall record the information contained therein in the Register and issue one or more new Registered Notes Series B in the same aggregate Principal amount Stated Value as the Principal amount Stated Value of the surrendered Registered Note Series B to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 17, provided that if the contrary in this Section 3(c)(i)Corporation does not so record an assignment, transfer or sale (as the Holder case may assign any Note or any portion thereof to an Affiliate be) of such Holder or a Related Fund Registered Series B within two Business Days of such Holder without delivering a request request, then the Register shall be automatically deemed updated to assign or sell reflect such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 5, upon following conversion of any portion of this Note Series B in accordance with the terms hereof, the applicable Holder shall not be required to physically surrender this Note such Series B to the Company Corporation unless (A) the full or remaining number of Series B represented by the applicable Series B Certificate are being converted (in which event such certificate(s) shall be delivered to the Corporation as contemplated by this Section 5(c)(iii)) or (B) such Holder has provided the Company Corporation with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note Series B upon physical surrender of this Notethe applicable Series B Certificate. The Each Holder and the Company Corporation shall maintain records showing the Principal Stated Value, dividends and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the such Holder and the CompanyCorporation, so as not to require physical surrender of this Note a Series B Certificate upon conversion. If the Corporation does not update the Register to record such Stated Value, dividends and Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, such records of such Holder establishing the number of Series B to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Series B, the number of Series B represented by such certificate may be less than the number of Series B stated on the face thereof. Each Series B Certificate shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 5(c)(iii) THEREOF. THE NUMBER OF SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK STATED ONTHE FACE HEREOF PURSUANT TO SECTION 5(c)(iii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

Registration; Book-Entry. The Company shall maintain a register (the “"Register”") for the recordation of the holder names and addresses of the holders of each Note and the Principal amount of the Note Notes (and stated interest thereon) held by the Holder such holders (the “"Registered Note”Notes"). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder shall treat each Person whose name is recorded in the Register as the owner of the Note for all purposesTHE HOLDERS OF THE NOTES SHALL TREAT EACH PERSON WHOSE NAME IS RECORDED IN THE REGISTER AS THE OWNER OF A NOTE FOR ALL PURPOSES, includingINCLUDING, without limitationWITHOUT LIMITATION, the right to receive payments of Principal and InterestTHE RIGHT TO RECEIVE PAYMENTS OF PRINCIPAL AND INTEREST, if anyIF ANY, hereunderHEREUNDER, notwithstanding notice to the contraryNOTWITHSTANDING NOTICE TO THE CONTRARY. Upon its receipt of a request to assign or sell all or part of the Registered Note by the HolderA REGISTERED NOTE MAY BE ASSIGNED OR SOLD IN WHOLE OR IN PART ONLY BY REGISTRATION OF SUCH ASSIGNMENT OR SALE ON THE REGISTER. UPON ITS RECEIPT OF A REQUEST TO ASSIGN OR SELL ALL OR PART OF ANY REGISTERED NOTE BY THE HOLDER, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14THE COMPANY SHALL RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER AND ISSUE ONE OR MORE NEW REGISTERED NOTES IN THE SAME AGGREGATE PRINCIPAL AMOUNT AS THE PRINCIPAL AMOUNT OF THE SURRENDERED REGISTERED NOTE TO THE DESIGNATED ASSIGNEE OR TRANSFEREE PURSUANT TO SECTION 12. Notwithstanding anything to the contrary in this Section 3(c)(iNOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 3, THE HOLDER MAY ASSIGN THE NOTE OR ANY PORTION THEREOF TO AN AFFILIATE OF THE HOLDER OR A RELATED FUND OF THE HOLDER WITHOUT DELIVERING A REQUEST TO ASSIGN OR SELL SUCH NOTE TO THE COMPANY AND THE RECORDATION OF SUCH ASSIGNMENT OR SALE IN THE REGISTER (A "RELATED PARTY ASSIGNMENT"), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such the Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “"Related Party Register”") comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion redemption of any portion of this Note in accordance with the terms hereofhereof or cancellation of any portion of this Note in accordance with Section 26, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Redemption Amount represented by this Note is being redeemed or cancelled, in which case the Holder shall deliver such certificate to the Company as soon as reasonably practicable following such redemption or cancellation or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Interest converted Late Charges, if any, redeemed and/or cancelled and the dates of such conversions redemptions and/or cancellations or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversionredemption or cancellation. If THE COMPANY DOES NOT UPDATE THE REGISTER TO RECORD SUCH PRINCIPAL, INTEREST AND LATE CHARGES PAID AND THE DATES OF SUCH PAYMENTS AND CANCELLATIONS WITHIN TWO (2) BUSINESS DAYS OF SUCH OCCURRENCE, THEN THE REGISTER SHALL BE AUTOMATICALLY DEEMED UPDATED TO REFLECT SUCH OCCURRENCE.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 146. Notwithstanding anything to the contrary in this Section 3(c)(i)7.3.3, the a Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a “Related Party Assignment”); provided, that (x) ): the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale sale; and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal principal, interest, and Interest late charges, if any, converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. The Company shall maintain a register (the “"Register”") for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note Notes (and stated interest thereon) held by the Holder such holders (the “"Registered Note”Notes"). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1416. Notwithstanding anything to the contrary in this Section 3(c)(i3(c)(iii), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a "Related Party Assignment"); provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “"Related Party Register”") comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Principal amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Interest Late Charges, if any, converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the CompanyHolder, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note by the Holderholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 18, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Registered Note or any portion thereof to an Affiliate within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Premium, Interest and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions conversions, and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal, Premium, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “"Register”") for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “"Registered Note”Notes"). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal principal and Interest, if any, interest hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to the contrary in this Section 3(c)(i), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register16. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Interest Late Charges, if any, converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. At the time of issuance of any Preferred Shares hereunder, the applicable Holder may, by written request (including by electronic-mail) to the Company, elect to receive such Preferred Shares in the form of one or more Preferred Share Certificates or in Book-Entry form. The Company (or the Transfer Agent, as custodian for the Preferred Shares) shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Note Holders of each Preferred Share and the Principal amount Stated Value of the Note (Preferred Shares and stated interest thereon) whether the Preferred Shares are held by the such Holder in Preferred Share Certificates or in Book-Entry form (the “Registered NotePreferred Shares”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and each Holder of the Holder Preferred Shares shall treat each Person whose name is recorded in the Register as the owner of the Note a Preferred Share for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Dividends hereunder, ) notwithstanding notice to the contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all one or part of the more Registered Note Preferred Shares by the Holdersuch Holder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes Preferred Shares in the same aggregate Principal amount Stated Value as the Principal amount Stated Value of the surrendered Registered Note Preferred Shares to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 18, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign any Note or any portion thereof to an Affiliate be) of such Holder or a Related Fund Registered Preferred Shares within two (2) Business Days of such Holder without delivering a request request, then the Register shall be automatically deemed updated to assign or sell reflect such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 4, upon following conversion of any portion of this Note Preferred Shares in accordance with the terms hereof, the applicable Holder shall not be required to physically surrender this Note such Preferred Shares held in the form of a Preferred Share Certificate to the Company unless (A) the full or remaining number of Preferred Shares represented by the applicable Preferred Share Certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(iii)) or (B) such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note Preferred Shares upon physical surrender of this Notethe applicable Preferred Share Certificate. The Each Holder and the Company shall maintain records showing the Principal Stated Value and Interest Dividends converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of this Note a Preferred Share Certificate upon conversion. If the Company does not update the Register to record such Stated Value and Dividends converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, the records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each Preferred Share Certificate shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES F CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(iii) THEREOF. THE NUMBER OF SHARES OF SERIES F CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES F CONVERTIBLE PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(iii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES F CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

Registration; Book-Entry. At the time of issuance of any Preferred Shares hereunder, the applicable Holder may, by written request (including by electronic-mail) to the Company, elect to receive such Preferred Shares in the form of one or more Preferred Share Certificates or in Book-Entry form. The Company (or the Company’s transfer agent (the “Transfer Agent”), as custodian for the Preferred Shares, if applicable) shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Note Holders of each Preferred Share and the Principal amount Stated Value of the Note (Preferred Shares and stated interest thereon) whether the Preferred Shares are held by the such Holder in Preferred Share Certificates or in Book-Entry form (the “Registered NotePreferred Shares”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and each Holder of the Holder Preferred Shares shall treat each Person whose name is recorded in the Register as the owner of the Note a Preferred Share for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Dividends hereunder, ) notwithstanding notice to the contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all one or part of the more Registered Note Preferred Shares by the Holdersuch Holder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes Preferred Shares in the same aggregate Principal amount Stated Value as the Principal amount Stated Value of the surrendered Registered Note Preferred Shares to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 16, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign any Note or any portion thereof to an Affiliate be) of such Holder or a Related Fund Registered Preferred Shares within two (2) Business Days of such Holder without delivering a request request, then the Register shall be automatically deemed updated to assign or sell reflect such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 11, upon following conversion of any portion of this Note Preferred Shares in accordance with the terms hereof, the applicable Holder shall not be required to physically surrender this Note such Preferred Shares held in the form of a Preferred Share Certificate to the Company unless (A) the Holder full or remaining number of Preferred Shares represented by the applicable Preferred Share Certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 11) or (B) such Xxxxxx has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note Preferred Shares upon physical surrender of this Notethe applicable Preferred Share Certificate. The Each Holder and the Company shall maintain records showing the Principal Stated Value, Dividends and Interest converted Late Charges exchanged and/or paid (as the case may be) and the dates of such conversions exchanges and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of a Preferred Share Certificate upon exchange and/or redemption, as applicable. If the Company does not update the Register to record such Stated Value, Dividends and Late Charges exchanged and/or paid (as the case may be) and the dates of such exchanges and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, such records of such Holder establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this Note upon conversionparagraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each Preferred Share Certificate shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES C PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 11 THEREOF. THE NUMBER OF SHARES OF SERIES C PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES C PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 11 OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES C PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1417. Notwithstanding anything to the contrary in this Section 3(c)(i3(c)(iv), the a Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a “Related Party Assignment”); provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale sale; and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender and reissue of this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. The Company shall maintain a register (the “"Register”") for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “"Registered Note”Notes"). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to the contrary in this Section 3(c)(i), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register18. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Principal amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Interest Late Charges, if any, converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note by the Holderholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 18, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Registered Note or any portion thereof to an Affiliate within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company Issuer shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each FILO C Note and the Principal amount of the Note (and stated interest thereon) held by the Holder such holders (the “Registered NoteFILO C Notes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company Issuer and the Holder holders of each FILO C Note shall treat each Person whose name is recorded in the Register as the owner of the a FILO C Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered FILO C Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered FILO C Note by the Holder, the Company Issuer shall record the information contained therein in the Register and issue one or more new Registered FILO C Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered FILO C Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to the contrary in this Section 3(c)(i), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register18. Notwithstanding anything to the contrary set forth herein, upon conversion exchange of any portion of this FILO C Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this FILO C Note to the Company Issuer unless (A) the full Exchange Amount represented by this FILO C Note is being exchanged or (B) the Holder has provided the Company Issuer with prior written notice (which notice may be included in a Conversion an Exchange Notice) requesting reissuance of this FILO C Note upon physical surrender of this FILO C Note. The Holder and the Company Issuer shall maintain records showing the Principal and Interest converted exchanged and/or paid (as the case may be) and the dates of such conversions exchanges and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the CompanyIssuer, so as not to require physical surrender of this FILO C Note upon conversionexchange. If the Issuer does not update the Register to record such Principal and Interest exchanged and/or paid (as the case may be) and the dates of such exchanges and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. At the time of issuance of any Preferred Shares hereunder, the applicable Holder may, by written request (including by electronic-mail) to the Company, elect to receive such Preferred Shares in the form of one or more Preferred Share Certificates or in Book-Entry form. The Company (or the Transfer Agent, as custodian for the Preferred Shares) shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Note Holders of each Preferred Share and the Principal amount Stated Value of the Note (Preferred Shares and stated interest thereon) whether the Preferred Shares are held by the such Holder in Preferred Share Certificates or in Book-Entry form (the “Registered NotePreferred Shares”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and each Holder of the Holder Preferred Shares shall treat each Person whose name is recorded in the Register as the owner of the Note a Preferred Share for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Dividends hereunder, ) notwithstanding notice to the contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all one or part of the more Registered Note Preferred Shares by the Holdersuch Holder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes Preferred Shares in the same aggregate Principal amount Stated Value as the Principal amount Stated Value of the surrendered Registered Note Preferred Shares to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 17, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign any Note or any portion thereof to an Affiliate be) of such Holder or a Related Fund Registered Preferred Shares within two (2) Business Days of such Holder without delivering a request request, then the Register shall be automatically deemed updated to assign or sell reflect such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 4, upon following conversion of any portion of this Note Preferred Shares in accordance with the terms hereof, the applicable Holder shall not be required to physically surrender this Note such Preferred Shares held in the form of a Preferred Share Certificate to the Company unless (A) the full or remaining number of Preferred Shares represented by the applicable Preferred Share Certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(iii)) or (B) such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note Preferred Shares upon physical surrender of this Notethe applicable Preferred Share Certificate. The Each Holder and the Company shall maintain records showing the Principal Stated Value, Make-Whole Amount (if any) and Interest Dividends converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of this Note a Preferred Share Certificate upon conversion. If the Company does not update the Register to record such Stated Value, Make-Whole Amount (if any), and Dividends converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, such records of such Holder establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each Preferred Share Certificate shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(iii) THEREOF. THE NUMBER OF SHARES OF SERIES D PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(iii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

Registration; Book-Entry. At the time of issuance of any Preferred Shares hereunder, the applicable Holder may, by written request (including by electronic-mail) to the Company, elect to receive such Preferred Shares in the form of one or more Preferred Share Certificates or in Book-Entry form. The Company (or the Transfer Agent, as custodian for the Preferred Shares) shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Note Holders of each Preferred Share and the Principal amount Stated Value of the Note (Preferred Shares and stated interest thereon) whether the Preferred Shares are held by the such Holder in Preferred Share Certificates or in Book-Entry form (the “Registered NotePreferred Shares”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and each Holder of the Holder Preferred Shares shall treat each Person whose name is recorded in the Register as the owner of the Note a Preferred Share for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Dividends hereunder, ) notwithstanding notice to the contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all one or part of the more Registered Note Preferred Shares by the Holdersuch Holder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes Preferred Shares in the same aggregate Principal amount Stated Value as the Principal amount Stated Value of the surrendered Registered Note Preferred Shares to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 17, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign any Note or any portion thereof to an Affiliate be) of such Holder or a Related Fund Registered Preferred Shares within two (2) Business Days of such Holder without delivering a request request, then the Register shall be automatically deemed updated to assign or sell reflect such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 4, upon following conversion of any portion of this Note Preferred Shares in accordance with the terms hereof, the applicable Holder shall not be required to physically surrender this Note such Preferred Shares held in the form of a Preferred Share Certificate to the Company unless (A) the full or remaining number of Preferred Shares represented by the applicable Preferred Share Certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(iii)) or (B) such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note Preferred Shares upon physical surrender of this Notethe applicable Preferred Share Certificate. The Each Holder and the Company shall maintain records showing the Principal Stated Value and Interest Dividends converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of this Note a Preferred Share Certificate upon conversion. If the Company does not update the Register to record such Stated Value and Dividends converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, such records of such Holder establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each Preferred Share Certificate shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A-1 PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(iii) THEREOF. THE NUMBER OF SHARES OF SERIES A-1 PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A-1 PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(iii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A-1 PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

Registration; Book-Entry. The Company Corporation shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Note Holders of each Preferred Share and the Principal amount Stated Value of the Note (and stated interest thereon) held by the Holder Preferred Shares (the “Registered NotePreferred Shares”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company Corporation and each Holder of the Holder Preferred Shares shall treat each Person whose name is recorded in the Register as the owner of the Note a Preferred Share for all purposes, including, without limitation, purposes (including the right to receive payments of Principal and Interest, if any, dividends hereunder, ) notwithstanding notice to the contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all one or part of the more Registered Note Preferred Shares by the Holdersuch Holder thereof, the Company Corporation shall record the information contained therein in the Register and issue one or more new Registered Notes Preferred Shares in the same aggregate Principal amount Stated Value as the Principal amount Stated Value of the surrendered Registered Note Preferred Shares to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 17, provided that if the contrary in this Section 3(c)(i)Corporation does not so record an assignment, transfer or sale (as the Holder case may assign any Note or any portion thereof to an Affiliate be) of such Holder or a Related Fund Registered Preferred Shares within two (2) Business Days of such Holder without delivering a request request, then the Register shall be automatically deemed updated to assign or sell reflect such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 4, upon following conversion of any portion of this Note Preferred Shares in accordance with the terms hereof, the applicable Holder shall not be required to physically surrender this Note such Preferred Shares to the Company Corporation unless (A) the full or remaining number of Preferred Shares represented by the applicable Preferred Share Certificate are being converted (in which event such certificate(s) shall be delivered to the Corporation as contemplated by this Section 4(c)(iii)) or (B) such Holder has provided the Company Corporation with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note Preferred Shares upon physical surrender of this Notethe applicable Preferred Share Certificate. The Each Holder and the Company Corporation shall maintain records showing the Principal Stated Value, dividends and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the such Holder and the CompanyCorporation, so as not to require physical surrender of this Note a Preferred Share Certificate upon conversion. If the Corporation does not update the Register to record such Stated Value, dividends and Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, such records of such Holder establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each Preferred Share Certificate shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(iii) THEREOF. THE NUMBER OF SHARES OF SERIES A PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(iii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal Principal, Make-Whole Amount and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note by the Holderholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 19, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Registered Note or any portion thereof to an Affiliate within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Make-Whole Amount, Interest and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions conversions, and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal, Make-Whole Amount, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note by the Holderholder thereof, the Company shall record the information 60 TABLE OF CONTENTS contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 19, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Registered Note or any portion thereof to an Affiliate within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions conversions, and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company Borrower shall maintain a register (the “Register”) for the recordation of the holder name and address of the Holders of each Note and the Principal principal amount of the each Note (and stated interest thereon) held by the Holder such Holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company Borrower and the Holder Holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. Upon its receipt of a written request to assign or sell all or part of the any Registered Note by the a Holder, together with any required documentation under the Company Documents including any legal opinions, if applicable, the Borrower shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal aggregate principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to the contrary in this Section 3(c)(i), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registertransferee. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this such Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this such Note to the Company Borrower unless (A) the full principal amount represented by any Note is being converted or (B) the Holder has provided the Company Borrower with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this such Note upon physical surrender of this such Note. The Holder and the Company Borrower shall maintain records showing the Principal principal and Interest interest, if any, converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the CompanyBorrower, so as not to require physical surrender of this such Note upon conversion.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note by the Holderholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 20, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Registered Note or any portion thereof to an Affiliate within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Interest Late Charges converted and/or paid (as the case may be) and the dates of such conversions conversions, and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain at its principal executive offices, or such other office or agency of the Company as it may designate by notice to the Holder of this Note, a register (the “Register”) for the recordation of the holder names and addresses of the Holder of this Note, the principal amount of this Note held by the Holder, and the Principal amount number of the Ordinary Shares issuable upon conversion of this Note (and stated interest thereon) held by the Holder (the “Registered Note”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder of this Note shall treat each Person whose name is recorded in the Register as the owner of the this Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal Principal, Interest and Interest, if any, any Late Charges hereunder, ) notwithstanding notice to the contrary. Subject to compliance with applicable securities laws, a Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note by the Holder, the Company shall record the information contained therein in the Register and issue one or more a new Registered Notes Note in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 16, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign any be) of a Registered Note or any portion thereof to an Affiliate within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following automatic conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless the Holder has provided full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Notefollowing conversion thereof as contemplated by Section 3(c)(i)). The Holder and the Company shall maintain records showing the Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal and Interest converted and/or paid (as the case may be) and the dates of such conversions, and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (Notes and stated interest thereon) Restricted Principal held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, Interest hereunder, ) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note by the Holderholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 19, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Registered Note or any portion thereof to an Affiliate within three (3) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 3, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal, Interest and Late Charges (as defined in Section 25(c)) converted and/or paid (as the case may be) or Restricted Principal and Interest converted becoming unrestricted and the dates of such conversions conversions, Controlled Account Release (as defined below) and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal, Interest and Late Charges (as defined in Section 25(c)) converted and/or paid (as the case may be) or Restricted Principal becoming unrestricted and the dates of such conversions, Controlled Account Release and/or payments (as the case may be) within three (3) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Note holders of each Security and the Principal amount Par Amounts of the Note (and stated interest thereon) Securities held by the Holder such holders (the “Registered NoteSecurities”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Securities shall treat each Person whose name is recorded in the Register as the owner of the Note a Security for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, the Par Amount hereunder, ) notwithstanding notice to the contrary. A Registered Security may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note Security by the Holderholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes Securities in the same aggregate Principal amount Par Amount as the Principal amount Par Amount of the surrendered Registered Note Security to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to ‎16, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Note or any portion thereof to an Affiliate Registered Security within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically deemed updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section ‎3, upon following conversion of any portion of this Note Security in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note Security to the Company unless (A) the full Conversion Amount represented by this Security is being converted (in which event this Security shall be delivered to the Company following conversion thereof as contemplated by Section ‎3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note Security upon physical surrender of this NoteSecurity. The Holder and the Company shall maintain records showing the Principal and Interest portion of the Par Amount converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note Security upon conversion. If the Company does not update the Register to record such portion of the Par Amount converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “"Register”") for the recordation of the holder names and addresses of the holders of each Note and the Principal principal amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “"Registered Note”Notes"). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal principal and Interest, if any, interest hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal principal amount as the Principal principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to the contrary in this Section 3(c)(i), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register20. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender and reissue of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Interest Late Charges converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Accreted Principal amount Amount of the Note (and stated interest thereon) Notes held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, including payments of Accreted Principal Amount and interest) notwithstanding notice to the contrary. A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign assign, transfer or sell all or part of the any Registered Note by the Holderholder thereof, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Accreted Principal amount Amount as the Accreted Principal amount Amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to Article IV, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Registered Note or any portion thereof to an Affiliate within two (2) Business Days of such Holder or a Related Fund of request, then the Register shall be automatically updated to reflect such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Article I, upon following conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion thereof) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Accreted Principal Amount, interest and Interest default interest converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon partial conversion.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal amount of the Note (Notes, Interest and stated interest thereon) Restricted Principal held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1420. Notwithstanding anything to the contrary in this Section 3(c)(i3(c)(iii), subject to (and not in lieu of) the transfer restrictions set forth in Section 2(f) of the Securities Purchase Agreement, a Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a “Related Party Assignment”); provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest, if any, and Interest converted Late Charges, if any, converted, Control Account Release (as defined in Section 18(b)(ii)) and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) or Control Account Release and the dates of such conversions, payments and/or Controlled Account Release (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Note holders of the SPA Warrants and the Principal amount aggregate number of the Note (and stated interest thereon) Warrant Shares of such SPA Warrants held by the Holder such holders (the “Registered NoteWarrants”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder of this Warrant shall treat each the Person whose name is recorded in the Register as the owner of the Note this Warrant for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, purposes notwithstanding notice to the contrary. A Registered Warrant may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all or part of the any Registered Note Warrant by the Holderholder thereof, together with any required documentation under the Transaction Documents (as defined in the Securities Purchase Agreement) including any legal opinions, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes Warrants in the same aggregate Principal notional amount as the Principal notional amount of the surrendered Registered Note Warrant to the designated assignee or transferee pursuant to Section 14. Notwithstanding anything to 7, provided that if the contrary in this Section 3(c)(i)Company does not so record an assignment, transfer or sale (as the Holder case may assign be) of all or part of any Note or any portion thereof to an Affiliate Registered Warrant within two (2) Business Days of its receipt of (I) such Holder or a Related Fund of such Holder without delivering a request and (II) the required documentation under the Transaction Documents including any legal opinions with respect to assign or sell such Note transfer, then the Register shall be automatically updated to the Company and the recordation of reflect such assignment assignment, transfer or sale in (as the Register; provided, that (x) the Company case may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Registerbe). Notwithstanding anything to the contrary set forth hereinin this Section 1(h), upon conversion following the exercise of any portion of this Note Warrant in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note Warrant to the Company unless (A) the full number of Warrant Shares represented by this Warrant is being exercised (in which event this Warrant shall be delivered to the Company following exercise thereof as contemplated by Section 1(a)) or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion an Exercise Notice) requesting reissuance of this Note Warrant upon physical surrender of this NoteWarrant. The Holder and the Company shall maintain records showing the Principal and Interest converted Warrant Shares delivered and the dates of such conversions exercise and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note Warrant upon conversionexercise.

Registration; Book-Entry. The Company Corporation (or the Transfer Agent, as custodian for the Preferred Shares) shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the Note holders of each share of Series A Preferred and the Principal amount Conversion Amount and the Conversion Price of the Note (and stated interest thereon) held by the Holder Series A Preferred (the “Registered NotePreferred Shares”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company Corporation and each holder of the Holder Series A Preferred shall treat each Person person whose name is recorded in the Register as the owner of the Note a share of Series A Preferred for all purposes, purposes (including, without limitation, the right to receive payments of Principal and Interest, if any, dividends hereunder, ) notwithstanding notice to the contrary. A Registered Preferred Share may be assigned, transferred or sold only by registration of such assignment or sale on the Register. Upon its receipt of a written request to assign assign, transfer or sell all one or part of the more Registered Note Preferred Shares by the Holdersuch holder thereof (a “Transfer”), the Company Corporation shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered Note Preferred Shares to the designated assignee or transferee pursuant to Section 146; provided that if the Corporation does not so record a Transfer of such Registered Preferred Shares within one Trading Day of such a request, then the Register shall be automatically deemed updated to reflect such Transfer. Notwithstanding anything If the Corporation does not update the Register to record any adjustment to the contrary in this Section 3(c)(i)Conversion Amount or Conversion Price within one Trading Day of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence. In the event of any dispute or discrepancy, the records of such holder establishing the number of shares of Series A Preferred to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. In the event of a Transfer from any Initial Holder may assign any Note or any portion thereof to a Person that is not an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the Register; provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereofInitial Holder, the Holder transferee shall not be required to physically surrender this Note entitled to the Company unless the Holder has provided the Company with prior written notice (which notice may be included terms and provisions set forth in a Conversion NoticeSections 8(c)(ii) requesting reissuance and 8(e) of this Note upon physical surrender Certificate of this Note. The Holder and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversionDesignation.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal amount of the Note (Notes, Interest and stated interest thereon) Restricted Principal held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1420. Notwithstanding anything to the contrary in this Section 3(c)(i3(c)(iii), subject to (and not in lieu of) the transfer restrictions set forth in Section 2(f) of the Securities Purchase Agreement, a Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a “Related Party Assignment”); provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest, if any, and Interest converted Late Charges, if any, converted, Control Account Release (as defined in Section 18(b)(ii)) and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update the Register to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) or Control Account Release and the dates of such conversions, payments and/or Control Account Release (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically deemed updated to reflect such occurrence.

Registration; Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the holder names and addresses of the holders of each Note and the Principal amount of the Note Notes (and stated interest thereon) held by the Holder such holders (the “Registered NoteNotes”). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the a Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1417. Notwithstanding anything to the contrary in this Section 3(c)(i3(c)(iii), the a Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a “Related Party Assignment”); provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “Related Party Register”) comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted in which case the Holder shall then deliver this Note to the Company as promptly as reasonable practicable after the date it receives the Conversion Shares related to the applicable conversion or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this NoteNote in which case the Holder shall then deliver this Note to the Company as promptly as reasonable practicable after the date it receives the Conversion Shares related to the applicable conversion. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Interest Late Charges, if any, converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.

Registration; Book-Entry. The Company shall maintain a register (the “"Register”") for the recordation of the holder names and addresses of the holders of each Note and the Principal amount of the Note Notes (and stated interest thereon) held by the Holder such holders (the “"Registered Note”Notes"). The entries in the Register, made in good faith, Register shall be conclusive and binding for all purposes absent manifest error. The Company and the Holder holders of the Notes shall treat each Person whose name is recorded in the Register as the owner of the a Note for all purposes, including, without limitation, the right to receive payments of Principal and Interest, if any, hereunder, notwithstanding notice to the contrary. A Registered Note may be assigned or sold in whole or in part only by registration of such assignment or sale on the Register. Upon its receipt of a request to assign or sell all or part of the any Registered Note by the Holder, the Company shall record the information contained therein in the Register and issue one or more new Registered Notes in the same aggregate Principal amount as the Principal amount of the surrendered Registered Note to the designated assignee or transferee pursuant to Section 1418. Notwithstanding anything to the contrary in this Section 3(c)(i3(c)(iii), the Holder may assign any Note or any portion thereof to an Affiliate of such Holder or a Related Fund of such Holder without delivering a request to assign or sell such Note to the Company and the recordation of such assignment or sale in the RegisterRegister (a "Related Party Assignment"); provided, that (x) the Company may continue to deal solely with such assigning or selling Holder unless and until such Holder has delivered a request to assign or sell such Note or portion thereof to the Company for recordation in the Register; (y) the failure of such assigning or selling Holder to deliver a request to assign or sell such Note or portion thereof to the Company shall not affect the legality, validity, or binding effect of such assignment or sale and (z) such assigning or selling Holder shall, acting solely for this purpose as a non-fiduciary agent of the Company, maintain a register (the “"Related Party Register”") comparable to the Register on behalf of the Company, and any such assignment or sale shall be effective upon recordation of such assignment or sale in the Related Party Register. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion Amount represented by this Note is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and the Company shall maintain records showing the Principal Principal, Interest and Interest Late Charges, if any, converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Note upon conversion.